Good Corporate Governance

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As a good corporate citizen, the Company implements Good Corporate Governance (GCG) practices. These practices refer to the principles of good corporate governance, which refer to the practices of Transparency, Accountability, Responsibility, Independence, Fairness and Equality.

The Company’s implementation of these GCG principles is not merely to comply with meeting its legislative requirements as a public company; their implementation has nurtured the creation of the following important benefits:

  1. The establishment of a healthy working environment withclean and transparent management, which has a positiveeffect on strengthening the internal organization as well asthe Company’s competitiveness.
  2. Facilitating the creation of added value, while protectingshareholders and stakeholders interests.
  1. Fostering investment and national economic growth. The Company has been consistent inits implementation of GCG principles across all corporate activities.

 

Transparency

The Company publishes various reports regularly in a timely manner, such as quarterly financial reports, semi-annual financial statements, audited annual financial statements, annual reports and other information through press releases, public exposure, newspapers, electronic media and investor forums. All these are material and relevant information provided to the public as

stakeholders regarding the conditions of the Company.

 

Accountability

The Company shall at all times be accountable for its performance in a transparent and fair manner since accountability is a necessary requirement for achieving sustainable performance. To this end, the Board of Directors monitors the business units and the preparation of reports and performance measures efficiently; reports to the Board of Commissioners the annual budget plan and financial performance of the Company; submits an annual report to the Annual General Meeting of Shareholders (AGMS); establishes an internal audit unit and appoints an external auditor.

 

Responsibility

As a good corporate citizen, the Company firmly adheres to the principle of prudence and fully complies with the prevailing laws and regulations, the Company’s articles of associations and regulations and fulfills its responsibilities towards society and the environment in order to maintain long-term business sustainability.

 

Independence

In decision-making, the Company’s Board of Commissioners and Board of Directors hold independent views for each decision reached, while still opening the possibility of seeking advice from independent consultants and lawyers, employees as well as relevant Committees in order to support the execution of their duties.

 

Fairness and Equality

The Company applies equal treatment to the public, capital market authorities, capital market community, employees and other stakeholders. The Company respects the rights, responsibilities and aspirations of the employees and implements fair and appropriate human resource policies.

Corporate Governance Structure

In accordance with Law No. 40/2007 on Limited Liability Companies, the Company’s Corporate Governance Structure consists of the following:

  • General Meeting of Shareholders (GMS), which can be anAnnual General Meeting of Shareholders (AGMS) and /or anExtraordinary General Meeting of Shareholders (EGMS);
  • The Board of Commissioners (BOC) and committees under theBOC;
  • The Board of Directors (BOD) and committees under the BOD.

The Company’s Governance organs play key roles in the successful implementation of GCG. The Board of Commissioners is assisted by the Audit Committee, the Remuneration Committee and the MESOP Committee. While the Board of Directors are assisted by the Internal Audit Unit and Corporate Secretary. All the organs in the structure perform their functions in accordance with prevailing regulations.